United States SP vs GP
Legal Entity Comparison
Time of Update: 2026-03-31
SP is the simplest form of legal entity, owned and operated by individuals without the need for other shareholders and directors to be involved. In the United States, SPs are typically used to run small businesses, such as individual shops and consulting companies. Since an SP does not have legal person status, the financial responsibilities of individuals and businesses are the same, which is also a drawback of an SP. Additionally, SPs do not need to file annual reports or pay annual taxes, but individual income taxes and corporate income taxes are calculated separately. In some states, non-residents can also serve as shareholders and directors of an SP, but they must meet local legal requirements.
United States Legal Entity Comparison
United States Legal Entity Comparison
Basic Information
SP
GP
Ownership:
Private Ownership
Ownership:
Consolidated Ownership
Limited Liability:
Negative
Limited Liability:
Negative
Publicly Participates In Capital Market:
Negative
Publicly Participates In Capital Market:
Negative
Shareholder / Director / Secretary Requirements
SP
GP
Requirements For Shareholders:
At least one
Requirements For Shareholders:
At least one
Requirements For Directors ::
At least one
Requirements For Directors ::
At least one
Legal Representative Not Mandatory:
Positive
Legal Representative Not Mandatory:
Positive
Local Directors Not Mandatory:
See Memo
Local Directors Not Mandatory:
See Memo
Local Secretaries Not Mandatory:
See Memo
Local Secretaries Not Mandatory:
See Memo
Registered Capital Requirement
SP
GP
Minimum Registered Capital Requirement:
Depends on the specific state
Minimum Registered Capital Requirement:
Depends on the specific state
Capital Injection Not Required:
Positive
Capital Injection Not Required:
Positive
Capital Injection Requirement:
N/A
Capital Injection Requirement:
N/A
Memo
SP
GP
Memo:
In the United States, the laws vary from state to state, so the corresponding minimum registered capital, whether local residents are required to serve as directors, and the requirement for nominating a secretary also vary.
Memo:
The laws in different states of the United States vary, so the corresponding minimum registered capital, the requirement for local residents to act as directors, and the need for a nominated secretary also differ.
